Common use of Mandatory Repayments of Revolving Credit Loans Clause in Contracts

Mandatory Repayments of Revolving Credit Loans. If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral for Reimbursement Obligations as contemplated by §4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender's Revolving Credit Loan, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus (including the Swing Line Loans), the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, then the applicable Borrower(s) Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to the Swing Line Loans; second, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §Section 4.2(b) and (c). (b) During the period from November 1st of each calendar year from the Closing Date until the Revolving Credit Loan Maturity Date through June 30th of each calendar year during such period, the Borrower shall pay to the Administrative Agent such amounts as are necessary to reduce the sum of the outstanding amount of the Revolving Credit Loans (including Swing Line Loans) to no more than $25,000,000 for a period of at least thirty (30) consecutive days during such period. Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans (other than Swing Line Loans) shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. Each payment or prepayment of Swing Line Loans shall be allocated to the Swing Line Lender.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, then the applicable Borrower(s) Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §Section 4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. (b) Concurrently with the receipt by the Borrower or any Restricted Subsidiary of: (i) Net Cash Sale Proceeds from Asset Sales (other than (A) the sale, lease, license or other disposition of assets in the ordinary course of business consistent with past practices, (B) Asset Sales made in connection with the Sale-Leaseback Transaction and the FFCA Mortgage Financing, (C) Excess Properties Sales, or (D) Permitted Unit Sales), the Borrower shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such Net Cash Sale Proceeds; PROVIDED, HOWEVER, that the Borrower may, at its option (as elected by the Borrower in writing to the Administrative Agent on or prior to the event giving rise to such Net Cash Sale Proceeds), so long as the aggregate amount of Net Cash Sale Proceeds reinvested by the Borrower at any time after the Closing Date pursuant to this clause (i) shall not exceed $10,000,000 and so long as no Default shall have occurred and be continuing, reinvest (or commit to reinvest as evidenced by a binding written contract upon terms reasonably acceptable to the Administrative Agent) such Net Cash Sale Proceeds in assets to be used in the business of the Borrower and its Restricted Subsidiaries within 180 days of receipt thereof; PROVIDED, FURTHER, HOWEVER, that any Net Cash Sale Proceeds not so reinvested (or committed to be reinvested upon terms reasonably acceptable to the Administrative Agent) within 180 days of receipt thereof shall be immediately applied to the prepayment of the Loans as set forth in Section 3.4; (ii) Net Cash Equity Issuance Proceeds of the Borrower or any of its Restricted Subsidiaries, the Borrower shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to seventy-five percent (75%) of such Net Cash Equity Issuance Proceeds; (iii) Net Cash Debt Issuance Proceeds of the Borrower or any of its Restricted Subsidiaries (other than any Net Cash Debt Issuance Proceeds of Indebtedness permitted pursuant to Section 9.1), the Borrower shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such Net Cash Debt Issuance Proceeds; or (iv) Net Casualty Proceeds in excess of $500,000 in the aggregate of the Borrower or any of its Restricted Subsidiaries, the Borrower shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such Net Casualty Proceeds; PROVIDED, HOWEVER, the Borrower may, at its option (as elected by the Borrower in writing to the Administrative Agent within 90 days from the event giving rise to such Net Casualty Proceeds) commit (as evidenced by a binding written contract) such Net Casualty Proceeds within 180 days of receipt of such proceeds to the repair or replacement of the property so damaged, destroyed or taken, and, if so committed, such repair or replacement of the property so damaged, destroyed or taken shall have been commenced within 270 days of receipt of such proceeds pursuant to such binding written contract; PROVIDED, FURTHER, HOWEVER, that any Net Casualty Proceeds not so reinvested, or committed to be so reinvested, as the case may be, shall be immediately applied to the prepayment of the Loans as set forth in Section 3.4; (c) The Borrower shall repay in full to the Revolving Credit Lenders all principal, interest and other amounts outstanding under the Revolving Credit Loans on or before September 30 of each calendar year during the term hereof, commencing with the 2002 calendar year, such that as of September 30 of each such calendar year (or the next Business Day, if, in any year, September 30 is not a Business Day) and for a period of not less than 30 consecutive days immediately following the date of such repayment, the amount of all outstanding Revolving Credit Loans and all Unpaid Reimbursement Obligations shall be zero. Such payments shall not be made from the proceeds of the Loans or any other Indebtedness unless such Indebtedness is permitted pursuant to Section 9.1.

Mandatory Repayments of Revolving Credit Loans. If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus Loans, the Maximum Drawing Amount and Amount, all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for and the account of CAI, plus the outstanding aggregate face amount of Swing Line Loans made to CAI all outstanding Bankers' Acceptances exceeds the lesser of (A) Total Commitment, then the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(bSection 5.2(b) and (c) and outstanding Bankers' Acceptances as contemplated by Section 4.5(a). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable LenderBank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event of the repurchase by Ericsson (as defined in the FIL Credit Agreement) of all or any portion of the assets or capital stock of Flextronics Sweden pursuant to Section M.1 of the Ericsson General Purchase Agreement (as defined in the FIL Credit Agreement), the Borrower shall pay to the Agent for the respective accounts of the Banks an amount equal to 100% of such proceeds, to be applied pro rata to the outstanding Revolving Credit Loans and the loans outstanding under the FIL Revolver, and the Total Commitment and the "Total Commitment" as defined in the FIL Credit Agreement shall be permanently reduced by such amount. To the extent the Borrower is required to make any payments pursuant to this Section 3.2 and such a payment would subject the Borrowers to certain costs under Section 6.9 associated with a prepayment of a Eurodollar Rate Loan prior to the last day of an Interest Period with respect thereto, the Agent shall, if requested by the Borrower, hold such proceeds as cash collateral until the earlier to occur of (a) the last day of the Interest Period with respect to such EurodollarRate Loans, (b) the first date when such prepayment can be made without any costs being incurred pursuant to Section 6.9 and (c) the date when the Agent determines in its reasonable discretion that such amounts shall be used to repay all or any portion of the Revolving Credit Loans.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time (a) the sum Dollar Equivalent of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, then the applicable Borrower(s) Borrowers shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders and the Fronting Bank for application: first, to any Swing Line Loans outstanding, second, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans which are Fronted Loans; fourth, to all other Revolving Credit Loans; and fourthfifth, to provide to the Administrative Agent Cash Collateral Issuing Bank cash collateral for Reimbursement Obligations as contemplated by §4.2(bSection 3.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender's Revolving Credit LoanNote or loan account, as the case may be, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. (b) If at any time the Domestic Exposure exceeds the Domestic Gross Availability at such time, then Hexcel shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Swing Line Loans outstanding, second, to any Unpaid Reimbursement Obligations; third, to all other Revolving Credit Loans advanced to Hexcel; and fourth, to provide to the Issuing Bank cash collateral for Reimbursement Obligations as contemplated by Section 3.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each Lender's Revolving Credit Note or loan account, as the case may be, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. (c) If at any time (i) the U.K. Exposure exceeds the U.K. Borrowing Base at such time or (ii) the aggregate outstanding amount of Base Rate Loans advanced to the U.K. Borrower PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations with respect to Letters of Credit Issued for the account of the U.K. Borrower exceeds the U.K. Overdraft Facility Sublimit, then the U.K. Borrower shall immediately pay the amount of such excess to the Administrative Agent or the applicable Lender for the respective accounts of the applicable Lenders and the Fronting Bank for application: first, to any Unpaid Reimbursement Obligations; second, to the Revolving Credit Loans advanced to the U.K. Borrower which are Fronted Loans; third, to all other Revolving Credit Loans advanced to the U.K. Borrower; and fourth, to provide to the Issuing Bank cash collateral for Reimbursement Obligations as contemplated by Section 3.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each Lender's Revolving Credit Note or loan account, as the case may be, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. (d) If at any time (i) the Austrian Exposure (after giving effect to all amounts requested) exceeds the Austrian Borrowing Base at such time, or (ii) the aggregate outstanding amount of Base Rate Loans advanced to the Austrian Borrower exceeds the Austrian Overdraft Facility Sublimit, then the Austrian Borrower shall immediately pay the amount of such excess to the Administrative Agent or the applicable Lender for the respective accounts of the applicable Lenders and the Fronting Bank for application: first, to any Unpaid Reimbursement Obligations; second, to the Revolving Credit Loans advanced to the Austrian Borrower which are Fronted Loans; third, to all other Revolving Credit Loans advanced to the Austrian Borrower; and fourth, to provide to the Issuing Bank cash collateral for Reimbursement Obligations as contemplated by Section 3.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each Lender's Revolving Credit Note or loan account, as the case may be, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. (e) If at any time (i) the German Exposure (after giving effect to all amounts requested) exceeds the German Borrowing Base at such time, or (ii) the aggregate outstanding amount of Base Rate Loans advanced to the German Borrower exceeds the German Overdraft Facility Sublimit, then the German Borrower shall immediately pay the amount of such excess to the Administrative Agent or the applicable Lender for the respective accounts of the applicable Lenders and the Fronting Bank for application: first, to any Unpaid Reimbursement Obligations; second, to the Revolving Credit Loans advanced to the German Borrower which are Fronted Loans; third, to all other Revolving Credit Loans advanced to the German Borrower; and fourth, to provide to the Issuing Bank cash collateral for Reimbursement Obligations as contemplated by Section 3.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each Lender's Revolving Credit Note or loan account, as the case may be, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Domestic Revolver Loans, the Swing Line Loans plus and the Dollar Equivalent of the Hunter Revolver Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus and the outstanding Dollar Equivalent of the aggregate face amount of Swing Line Loans all outstanding Bankers' Acceptances exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAICommitment, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) then the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) Borrowers shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to the payment of any Swing Line Loans outstanding, second, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Domestic Revolver Loans; and fourth, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(bSection 6.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Domestic Revolver Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. (b) If at any time the outstanding amount of the Hunter Revolver Loans plus the aggregate face amount of all outstanding Bankers' Acceptances exceeds the Hunter Line, Hunter shall immediately pay the amount of such excess, together with all accrued and unpaid interest thereon, to the Hunter Fronting Bank for application to the Hunter Revolver Loans. To the extent that after such repayment in full of all outstanding Hunter Revolver Loans the Hunter Line is less than the aggregate face amount of all outstanding Bankers' Acceptances, Hunter shall pay to the Hunter Fronting Bank an amount equal to such difference as specified in 2B.5(a) hereof.

Mandatory Repayments of Revolving Credit Loans. If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the outstanding principal amount of the Swing Line Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus Commitment, then the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(bSection 5.2(b) and (c). In addition, the Borrower shall prepay the Revolving Credit Loans as and when required by Section 8, and the Total Revolving Credit Commitment shall be reduced accordingly. Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable LenderBank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Revolving Credit Commitment at such time and (ii) the Borrowing Base at such time or (b) Base, then the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans (first to Prime Rate Loans, then to Eurodollar Rate Loans in direct order of Interest Period maturities); and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(bSection 5.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable LenderBank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, the Borrower shall make the mandatory repayments contemplated in Section 4.5.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) Availability, then the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks. Any amounts paid to the Agent for application: the respective accounts of the Banks under this Section 3.2(a) shall be applied, first, to any Unpaid Reimbursement Obligations; second, to in the Swing Line Loans; thirdabsence of instruction by the Borrower, to the Revolving Credit principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §Section 4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Unpaid Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable LenderBank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. (b) The Borrower hereby agrees that: (i) if the Borrower or any of its Subsidiaries shall sell the Canton Cast-Roll Facility or any substantial portion thereof (other than de minimus sales of obsolete equipment in the ordinary course of business), (A) the Eligible Fixed Asset Cap shall be reduced immediately to $0, and (B) the Borrower shall immediately apply an amount equal to the Net Cash Proceeds of such sale of the Canton Cast Roll Facility to the Unpaid Reimbursement Obligations, Revolving Credit Loans and Reimbursement Obligations in the order provided for in Section 3.2(a); (ii) if the Borrower or any of its Subsidiaries shall sell or issue any shares of its stock, options or warrants for the purchase of its stock or any other equity interests in a public offering of its stock or the stock of any company resulting from the Roll-up Transaction, the Net Cash Proceeds of such sale shall be applied and the following adjustments shall occur as follows: (I) first, up to 50% of such Net Cash Proceeds may be used to redeem the Notes pursuant to Section 5 of the Notes and the Indenture, (II) second, the Eligible Fixed Asset Cap shall be reduced by an amount equal to that portion of such Net Cash Proceeds that is not used to redeem the Notes (the "Unused Portion"), or, if the Unused Portion exceeds the Eligible Fixed Asset Cap, the Eligible Fixed Asset Cap shall be reduced to $0, (III) third, an amount equal to the amount by which the Eligible Fixed Asset Cap was reduced pursuant to the preceding clause shall be applied to the Unpaid Reimbursement Obligations, Revolving Credit Loans and Reimbursement Obligations in the order provided for in Section 3.2(a), (IV) fourth, to the extent that the Unused Portion exceeds the amount by which the Eligible Fixed Asset Cap was reduced pursuant to clause (III) above, such excess may be used to redeem the Notes pursuant to Section 5 of the Notes and the Indenture; and (V) fifth, to the extent that any portion of the Net Cash Proceeds remain, such portion shall be applied to the Unpaid Reimbursement Obligations, Revolving Credit Loans and Reimbursement Obligations in the order provided for in Section 3.2(a). (iii) if the Borrower or any of its Subsidiaries shall receive insurance proceeds related to the Canton Cast-Roll Facility or receive awards for takings or condemnation of any of the Collateral and, (A), if the Borrower notifies the Agent on or before the receipt of such awards or proceeds of its intention to reinvest the Net Cash Proceeds of such awards or proceeds, such Net Cash Proceeds shall be immediately delivered to the Agent to be held as cash collateral for the Obligations until the earlier to occur of (x) the disbursement of such Net Cash Proceeds by the Agent, upon terms and conditions as the Agent may reasonably prescribe, for direct application by the Borrower to the repair or replacement of such Collateral and (y) the termination of the 180 day period following receipt of such proceeds, upon which date the Borrower shall repay the Revolving Credit Loans in an aggregate amount equal to the remaining unreinvested amount of Net Cash Proceeds of such proceeds or awards or, in the case of proceeds or awards related to the Canton Cast-Roll Facility and not applied to repair or replace the same as provided in clause (x) above, to repay the Revolving Credit Loans in an amount equal to such Net Cash Proceeds and reduce the Eligible Fixed Asset Cap in at least an amount equal to the reduction in appraised value of the Canton Cast-Roll Facility if the Canton Cast-Roll Facility remains operational or the entire amount of the Eligible Fixed Asset Cap if the Canton Cast-Roll Facility is no longer operational and, (B) if the Borrower does not notify the Agent on or before the receipt of such awards or proceeds of its intention to reinvest the Net Cash Proceeds of such awards or proceeds the Borrower repay the Revolving Credit Loans in an aggregate amount equal to the Net Cash Proceeds of such proceeds or awards immediately upon the receipt of such Net Cash Proceeds and in the case of the Canton Cast-Roll Facility, if the Canton Cast-Roll Facility is no longer operational the Eligible Fixed Asset Cap shall be immediately reduced to $0; (iv) if the Borrower or any of its Subsidiaries shall incur Canton Indebtedness, the Revolving Credit Loans shall be repaid in an aggregate amount equal to the Net Cash Proceeds thereof and the Eligible Fixed Asset Cap shall be permanently reduced immediately to $0. To the extent that any reduction in the Total Commitment shall result in the sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations to be greater than the Availability, the Borrower shall repay such excess in accordance with Section 3.2(a) hereof.

Mandatory Repayments of Revolving Credit Loans. If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus which have not been repaid with the outstanding amount proceeds of Swing Line Loans Revolving Credit Loans, exceeds the lesser of (i) the Total Revolving Commitment at such time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, then the applicable Borrower(s) Borrowers shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement ObligationsObligations which have not been repaid with the proceeds of Revolving Credit Loans; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(bss.5.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, the Borrowers shall repay the Revolving Credit Loans in accordance with ss.4.4.2.4.

Mandatory Repayments of Revolving Credit Loans. If at any time (including as a result of any determination of the Dollar Equivalent of the Loans and LC Exposure pursuant to ss. 5.13) (a) the sum Dollar Equivalent of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans Total Facility Usage exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, thenthen the applicable Borrower or, as the case may be, Borrowers shall immediately or, in the case of any casedetermination made pursuant to ss. 5.13, in the applicable Borrower(s) shall immediately time period specified by ss. 5.13.2, pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Swingline Loans; third, to the Revolving Credit Loans; fourth, to the Competitive Bid Loans; and fourthfifth, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(bss. 4.2(ii) and (ciii) provided, however, subject to ss. 6 hereof, (i) any payments by the UK Borrower shall be applied solely to the UK Loans or Unpaid Reimbursement Obligations or Reimbursement Obligations in respect of Letters of Credit issued for the account of the UK Borrower and (ii) any payments by the Australian Borrower shall be applied solely to the Australian Loans or Unpaid Reimbursement Obligations or Reimbursement Obligations in respect of Letters of Credit issued for the account of the Australian Borrower and (b) if the Dollar Equivalent of the sum of the outstanding UK Loans, Australian Loans and LC Exposure in respect of Letters of Credit issued for the account of the UK Borrower or the Australian Borrower exceeds the UK/Australian Sublimit, the UK Borrower and the Australian Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application, in the case of the UK Borrower, first, to any Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of a UK Borrower; second, to the UK Loans; and third, to provide to the Administrative Agent cash collateral for Reimbursement Obligations in respect of Letters of Credit issued for the account of the UK Borrower as contemplated by ss. 4.2(ii) and (iii) and, in the case of the Australian Borrower, first, to any Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of the Australian Borrower; second, to the Australian Loans; and third, to provide to the Administrative Agent cash collateral for Reimbursement Obligations in respect of Letters of Credit issued for the account of the Australian Borrower as contemplated by ss. 4.2(ii) and (iii). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender's Revolving Credit LoanCo-Borrower Note, UK Note or (as the case may be) Australian Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion and if no Revolving Credit Loans, Unpaid Reimbursement Obligations or Swingline Loans, are outstanding, then to Competitive Bid Loans, in proportion, as nearly as practicable, to the unpaid principal amount of each Lender's Competitive Bid Note.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at Base, then the Borrower shall immediately repay the amount of such time or excess to the Agent for application in accordance with subparagraph (c) hereof. (b) The Borrower shall, and shall cause each of its Subsidiaries to, repay to the sum Agent, within one (1) Business Day of receipt thereof, one hundred percent (100%) of the Net Cash Proceeds received by the Borrower and/or its Subsidiaries in respect of (i) the SPI Sale and (ii) any Equity Issuance, in each case for application in accordance with subparagraph (c) hereof up to the total outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations Obligations, with any remaining Net Cash Proceeds in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) shall immediately pay the amount excess of such excess total amount to be retained by the Administrative Agent for the respective accounts of the Lenders for application: Borrower. (c) All mandatory repayments pursuant to subparagraph (a) and/or (b) hereinabove shall be applied, first, to any Unpaid Reimbursement Obligations; , second, to the Swing Line Loans; third, to the Revolving Credit Loans; Loans then outstanding, and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(bSections 3.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, Banks in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable LenderBank's Revolving Credit LoanNote or loan account, as the case may be, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion." D. Amendment to Section 4.1.1 (

Mandatory Repayments of Revolving Credit Loans. If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time or Base, for more than five (b5) consecutive Business Days, then the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(bss. 5.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of the Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each the Reimbursement Obligation owing to each such Bank or (as the case may be) the respective unpaid principal amount of each applicable LenderBank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, collections of Accounts Receivable shall be applied to the Revolving Credit Loans pursuant to cash management arrangements satisfactory to the Agent and the Banks.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of Availability (i) due to a reduction in the Total Commitment at such time and (ii) or otherwise), then the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders. Any amounts paid to the Administrative Agent for the respective accounts of the Lenders for application: under this (S)3.2 (a) shall be applied, first, to any Unpaid Reimbursement Obligations; second, to in the Swing Line Loans; thirdabsence of instruction by the Borrower, to the Revolving Credit principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(b(S)4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Unpaid Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. (b) The Borrower hereby agrees that: (i) if the Borrower or any of its Subsidiaries shall sell the Canton Cast-Roll Facility or any substantial portion thereof, (A) the Eligible Fixed Asset Component shall be reduced immediately to $0, and (B) the Borrower shall immediately apply an amount equal to the Net Cash Proceeds of such sale of the Canton Cast-Roll Facility to the Unpaid Reimbursement Obligations, Revolving Credit Loans and Reimbursement Obligations in the order provided for in (S)3.2(a); and (ii) if the Borrower or any of its Subsidiaries shall receive insurance proceeds related to the Canton Cast-Roll Facility or receive awards for takings or condemnation of any of the Collateral and, (A) if the Borrower notifies the Administrative Agent on or before the receipt of such awards or proceeds of its intention to reinvest the Net Cash Proceeds of such awards or proceeds, such Net Cash Proceeds shall be immediately delivered to the Administrative Agent to be held as cash collateral for the Obligations until the earlier to occur of (x) the disbursement of such Net Cash Proceeds by the Administrative Agent, upon terms and conditions as the Administrative Agent may reasonably prescribe, for direct application by the Borrower to the repair or replacement of such Collateral and (y) the termination of the 180 day period following receipt of such proceeds, upon which date (1) the Borrower shall repay the Revolving Credit Loans in an aggregate amount equal to the remaining unreinvested amount of Net Cash Proceeds of such proceeds or awards or, in the case of proceeds or awards related to the Canton Cast-Roll Facility and not applied to repair or replace the same as provided in clause (x) above, to repay the Revolving Credit Loans in an amount equal to such Net Cash Proceeds, and (2) the Eligible Fixed Asset Component shall be reduced by the same percentage as the percentage reduction in appraised value of the Canton Roll Facility as a consequence of the event or events giving rise to such proceeds or awards if the Canton Cast Roll Facility remains in operable condition or, if the Canton Cast-Roll Facility has suffered a material loss such that it is no longer operational, the Eligible Fixed Asset Component shall be immediately reduced to $0, and (B) if the Borrower does not notify the Administrative Agent on or before the receipt of such awards or proceeds of its intention to reinvest the Net Cash Proceeds of such awards or proceeds, the Borrower shall repay the Revolving Credit Loans in an aggregate amount equal to the Net Cash Proceeds of such proceeds or awards immediately upon the receipt of such Net Cash Proceeds and, if the Canton Cast-Roll Facility has suffered a material loss, the Eligible Fixed Asset Component shall be immediately reduced to $0. (iii) if the Borrower or any of its Subsidiaries shall sell or issue any shares of its stock, options or warrants for the purchase of its stock or any other equity interests or sell or issue any debt other than debt permitted pursuant to (S)9.1, the Net Cash Proceeds of such sale or issuance shall be applied to the Unpaid Reimbursement Obligations, Revolving Credit Loans and Reimbursement Obligations in the order provided for in (S)3.2(a).

Mandatory Repayments of Revolving Credit Loans. If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral for Reimbursement Obligations as contemplated by §4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender's Revolving Credit Loan, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. If at any time (including as a result of any determination of the Dollar Equivalent of the Loans and LC Exposure pursuant to Section 5.13): (a) the sum Dollar Equivalent of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans Total Facility Usage exceeds the lesser of (i) the Total Commitment at such time and or (ii) the Aggregate Borrowing Base at such time or (b) as then in effect, then the sum of applicable Borrower or, as the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAIcase may be, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, thenBorrowers shall immediately or, in the case of any casedetermination made pursuant to Section 5.13, in the applicable Borrower(s) shall immediately time period specified by Section 5.13.2, pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Swingline Loans; third, to the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral for Reimbursement Obligations as contemplated by §4.2(bSection 4.2(ii) and (iii) provided, however, subject to Section 6 hereof, (A) any payments by the UK Borrower shall be applied solely to the UK Loans or Unpaid Reimbursement Obligations or Reimbursement Obligations in respect of Letters of Credit issued for the account of the UK Borrower and (B) any payments by the Australian Borrower shall be applied solely to the Australian Loans or Unpaid Reimbursement Obligations or Reimbursement Obligations in respect of Letters of Credit issued for the account of the Australian Borrower; (b) the sum of (i) the Dollar Equivalent of (x) the Co-Borrower Loans outstanding, plus (y) the LC Exposure in respect of Letters of Credit issued for the account of the Co-Borrowers, plus (z) the Swingline Loans outstanding, exceeds (ii) the lesser of (x) the Total Commitment or (y) the Domestic Borrowing Base as then in effect, then the Co-Borrowers shall immediately or, in the case of any determination made pursuant to Section 5.13, in the time period specified by Section 5.13.2, pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of any of the Co-Borrowers; second, to the Swingline Loans; third, to the Co-Borrower Loans; and fourth, to provide to the Administrative Agent Cash Collateral for Reimbursement Obligations in respect of Letters of Credit issued for the account of any of the Co-Borrowers, as contemplated by Section 4.2(ii) and (iii); (c) if the Dollar Equivalent of the sum of (x) the outstanding UK Loans and Australian Loans, plus (y) the LC Exposure in respect of Letters of Credit issued for the account of the UK Borrower and/or the Australian Borrower exceeds the Foreign Sublimit, the UK Borrower and the Australian Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application, in the case of the UK Borrower, first, to any Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of a UK Borrower; second, to the UK Loans; and third, to provide to the Administrative Agent Cash Collateral for Reimbursement Obligations in respect of Letters of Credit issued for the account of the UK Borrower as contemplated by Section 4.2(ii) and (iii), and in the case of the Australian Borrower, first, to any Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of any of the Australian Borrower; second, to the Australian Loans; and third, to provide to the Administrative Agent Cash Collateral for Reimbursement Obligations in respect of Letters of Credit issued for the account of the Australian Borrower as contemplated by Section 4.2(ii) and (iii). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender's Revolving Credit LoanCo-Borrower Note, UK Note or (as the case may be) the Australian Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. If at any time (aA) the ---------------------------------------------- sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the lesser of (i) the Total Commitment and (ii) the Borrowing Base, or (B) the sum of the outstanding principal amount of the Revolving Credit Tranche A Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the lesser of (i) the sum of the Total Commitment minus the outstanding amount of Tranche B Loans, or (ii) the Tranche A Borrowing Base, or (C) the outstanding amount of the Tranche B Loans exceeds the least of (i) $7,968,750, (ii) the sum of (x) the Total Commitment minus (y) ----- the sum of the outstanding amount of Tranche A Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of Obligations, or (iiii) the Total Commitment at such time and (ii) Tranche B Borrowing Base, then the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement ObligationsObligations (in the case of (A) or (B) only); second, to the Swing Line Loans; thirdTranche A Loans (in the case of (A) or (B) only) and/or the Tranche B Loans (in the case of (A) or (B) only), to as the Revolving Credit Loanscase may be; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(bss.4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable LenderBank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. If at any time (a) the ---------------------------------------------- sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) then the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(b(S)4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable LenderBank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event Holdings or any of its Subsidiaries receives any cash proceeds from (a) the sale or other disposition of assets permitted by (S)9.5 which cash proceeds are required by (S)9.5 to be repaid to the Agent hereunder; or (b) the sale of any of the capital stock of the Borrower or any of its Subsidiaries or any other equity issuance by the Borrower or any of its Subsidiaries, such amounts shall be paid to the Agent for the pro rata accounts of the Banks to be applied first, --- ---- ----- to the outstanding Acquisition Revolving Credit Loans and the Acquisition Total Commitment concurrently shall be permanently reduced by such applied amount, and second, (if the Acquisition Total Commitment has been reduced to zero) to the outstanding Revolving Credit Loans and the Total Commitment concurrently shall be permanently reduced by such applied amount.

Mandatory Repayments of Revolving Credit Loans. If at any ---------------------------------------------- time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, Swing Line Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) Total Revolving Commitment then the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) Company shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement ObligationsSwing Line Loans; second, to the Swing Line Loansany Unpaid Reimbursement Obligations; third, to the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations with respect to outstanding Letters of Credit, as contemplated by §4.2(b) and (cS)5.2.1(b). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. The Company agrees to indemnify the Lenders in accordance with (S)6.9 with respect to any prepayment under this (S)2.12.2 to which (S)6.9 is applicable.

Mandatory Repayments of Revolving Credit Loans. If at any time either (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) Guaranteed Credit Agreement Outstandings, then the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Revolving Credit Loans; , and third, to provide the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(bss.4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable LenderBank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) Availability, then the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders. Any amounts paid to the Administrative Agent for the respective accounts of the Lenders for application: firstunder this Section 3.2(a) shall be applied, FIRST, to any Unpaid Reimbursement Obligations; secondSECOND, in the absence of instruction by the Borrower, to the Swing Line Loans; third, principal of Base Rate Loans and then to the Revolving Credit principal of Eurodollar Rate Loans; and fourthTHIRD, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §Section 4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Unpaid Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. (b) The Borrower hereby agrees that: (i) if the Borrower or any of its Subsidiaries shall sell the Canton Cast-Roll Facility or any substantial portion thereof (other than de minimis sales of obsolete equipment in the ordinary course of business), (A) the Eligible Fixed Asset Cap shall be reduced immediately to $0, and (B) the Borrower shall immediately apply an amount equal to the Net Cash Proceeds of such sale of the Canton Cast-Roll Facility to the Unpaid Reimbursement Obligations, Revolving Credit Loans and Reimbursement Obligations in the order provided for in Section 3.2(a); and (ii) if the Borrower or any of its Subsidiaries shall receive insurance proceeds related to the Canton Cast-Roll Facility or receive awards for takings or condemnation of any of the Collateral and, (A), if the Borrower notifies the Administrative Agent on or before the receipt of such awards or proceeds of its intention to reinvest the Net Cash Proceeds of such awards or proceeds, such Net Cash Proceeds shall be immediately delivered to the Administrative Agent to be held as cash collateral for the Obligations until the earlier to occur of (x) the disbursement of such Net Cash Proceeds by the Administrative Agent, upon terms and conditions as the Administrative Agent may reasonably prescribe, for direct application by the Borrower to the repair or replacement of such Collateral and (y) the termination of the 180 day period following receipt of such proceeds, upon which date the Borrower shall repay the Revolving Credit Loans in an aggregate amount equal to the remaining unreinvested amount of Net Cash Proceeds of such proceeds or awards or, in the case of proceeds or awards related to the Canton Cast-Roll Facility and not applied to repair or replace the same as provided in clause (x) above, to repay the Revolving Credit Loans in an amount equal to such Net Cash Proceeds and reduce the Eligible Fixed Asset Cap in at least an amount equal to the reduction in appraised value of the Canton Cast-Roll Facility if the Canton Cast-Roll Facility remains operational or the entire amount of the Eligible Fixed Asset Cap if the Canton Cast-Roll Facility is no longer operational and, (B) if the Borrower does not notify the Administrative Agent on or before the receipt of such awards or proceeds of its intention to reinvest the Net Cash Proceeds of such awards or proceeds the Borrower repay the Revolving Credit Loans in an aggregate amount equal to the Net Cash Proceeds of such proceeds or awards immediately upon the receipt of such Net Cash Proceeds and in the case of the Canton Cast-Roll Facility, if the Canton Cast-Roll Facility is no longer operational the Eligible Fixed Asset Cap shall be immediately reduced to $0. To the extent that any reduction in the Total Commitment shall result in the sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations to be greater than the Availability, the Borrower shall repay such excess in accordance with Section 3.2(a) hereof.

Mandatory Repayments of Revolving Credit Loans. If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time or Base, for more than five (b5) consecutive Business Days, then the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(bss.5.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of the Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each the Reimbursement Obligation owing to each such Bank or (as the case may be) the respective unpaid principal amount of each applicable LenderBank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, collections of Accounts Receivable shall be applied to the Revolving Credit Loans pursuant to cash management arrangements satisfactory to the Agent and the Banks.

Mandatory Repayments of Revolving Credit Loans. If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time and (ii) then the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the applicable Borrower(s) Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(b(S)4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable LenderBank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event Holdings or any of its Subsidiaries receives any cash proceeds from (a) the sale or other disposition of assets permitted by (S)9.5 which cash proceeds are required by (S)9.5 to be repaid to the Agent hereunder; or (b) the sale of any of the capital stock of the Borrower or any of its Subsidiaries or any other equity issuance by the Borrower or any of its Subsidiaries, such amounts shall be paid to the Agent for the pro rata accounts of the Banks to be applied to the outstanding Revolving Credit Loans and the Total Commitment concurrently shall be permanently reduced by such amount.